Guohao law firm (Hangzhou)
About
2020 restricted stock incentive plan
Achievement of vesting conditions and cancellation of some restricted shares in the first vesting period of reserved grant
of
Legal opinion
Address: Guohao lawyer building, No. 2 and No. 15, Baita Park, laofuxing Road, Shangcheng District, Hangzhou zip code: 310008
Grandall building, No.2 & No.15, block B, Baita Park, old Fuxing Road, Hangzhou, Zhejiang 310008, China Tel: (+ 86) (571) 85775888 fax / Fax: (+ 86) (571) 85775643
Email / mail: [email protected].
Website: http://www.grandall.com.cn.
Guohao law firm (Hangzhou)
about
Restricted stock incentive plan for 2020
Achievement of vesting conditions and cancellation of some restricted shares in the first vesting period of reserved grant
of
Legal opinion
To: Dbappsecurity Co.Ltd(688023)
According to the special legal service entrustment agreement signed between Dbappsecurity Co.Ltd(688023) (hereinafter referred to as ” Dbappsecurity Co.Ltd(688023) ” or “the company”) and Guohao law firm (Hangzhou) (hereinafter referred to as “the firm”), the firm accepts Dbappsecurity Co.Ltd(688023) entrustment and, in the capacity of special legal counsel, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) The securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”), the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the Business Guide for information disclosure of listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information and other relevant laws This legal opinion is issued on matters related to the first vesting period (hereinafter referred to as “this vesting”) of the reserved grant part of Dbappsecurity Co.Ltd(688023) this incentive plan in accordance with the regulations and normative documents and the provisions of Dbappsecurity Co.Ltd(688023) 2020 restricted stock incentive plan (hereinafter referred to as “the incentive plan” or “this incentive plan”).
Part I Introduction
This legal opinion is based on the facts that have occurred or existed before the date of issuance of this legal opinion and the legal opinions issued by the existing laws, regulations and normative documents in China, and does not provide opinions on non legal matters. Before issuing this legal opinion, Dbappsecurity Co.Ltd(688023) has issued a letter of commitment to our lawyers, promising that the information provided to our lawyers is true, complete and effective without concealment, falsehood and misleading.
There are no false, seriously misleading statements and major omissions in this legal opinion. Otherwise, the exchange is willing to bear corresponding legal liabilities according to law.
This legal opinion can only be used for the purpose of Dbappsecurity Co.Ltd(688023) granting restricted shares to the incentive object this time, and can not be used for any other purpose without the prior written permission of the exchange.
The exchange agrees to take this legal opinion as one of the necessary legal documents for Dbappsecurity Co.Ltd(688023) to grant restricted shares to the incentive object this time, report and publicly disclose it together with other application materials, and bear the responsibility for the legal opinion issued in accordance with the law.
The lawyers of this firm have conducted reasonable, necessary and possible verification, verification and Discussion on the information, documents and relevant facts provided or disclosed by Dbappsecurity Co.Ltd(688023) as well as the legal issues involved in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and issued this legal opinion.
The second part is the main body
1、 Approval and authorization of the first vesting period of the reserved grant part of the incentive plan
On August 25, 2020, the 20th meeting of the first board of directors of the company deliberated and approved the proposal on the company’s 2020 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2020 restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive plan. The independent directors of the company expressed independent opinions on the incentive plan and agreed to implement the incentive plan.
On August 25, 2020, the 17th meeting of the first board of supervisors of the company deliberated and approved the proposal on the company’s 2020 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2020 restricted stock incentive plan, and the proposal on verifying the list of incentive objects first granted by the company’s 2020 restricted stock incentive plan.
On September 15, 2020, the second extraordinary general meeting of the company in 2020 deliberated and passed the proposal on the company’s 2020 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2020 restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive plan, The board of directors is authorized to determine the grant date of restricted shares, grant restricted shares to incentive objects when they meet the conditions, and handle all matters necessary for the grant of restricted shares.
According to the authorization of the second extraordinary general meeting of the company in 2020, the company held the 21st Meeting of the first board of directors on October 19, 2020, deliberated and adopted the proposal on adjusting the list and number of incentive objects granted for the first time in the 2020 restricted stock incentive plan, and adjusted the number to be granted in this incentive plan. After adjustment, the number of incentive objects granted by the company for the first time in this incentive plan has changed from 226 to 222; The number of restricted shares to be granted for the first time in this incentive plan is adjusted from 140700 shares to 1381200 shares, the number of restricted shares reserved for grant is adjusted from 807800 shares to 1 Xinjiang Tianshun Supply Chain Co.Ltd(002800) shares, and the total number of restricted shares granted remains unchanged, which is 14814800 shares.
The independent directors of the company expressed their consent to the above proposal.
According to the authorization of the second extraordinary general meeting of the company in 2020, the company held the 21st Meeting of the first board of directors on October 19, 2020 and considered and adopted the proposal on the first grant of restricted shares to incentive objects. The board of directors of the company considered that the conditions for the grant of Restricted Shares specified in the incentive plan had been met and agreed to determine October 20, 2020 as the first grant date, 1381200 restricted shares were granted to 222 incentive objects at a price of 134.45 yuan / share. The independent directors of the company expressed their consent to the above proposal.
On October 19, 2020, the company held the 18th meeting of the first board of supervisors, deliberated and approved the proposal on adjusting the list and number of incentive objects granted for the first time in the 2020 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time.
According to the authorization of the company’s second extraordinary general meeting in 2020, the company held the sixth meeting of the second board of directors on July 12, 2021, deliberated and adopted the proposal on adjusting the grant price of 2020 restricted stock incentive plan. The board of directors of the company agreed to distribute stock dividends to all shareholders because the company took June 17, 2021 as the equity registration date, The grant price of restricted shares in this incentive plan is adjusted from 134.45 yuan / share to 134.25 yuan / share. The independent directors of the company expressed their consent to the proposal.
On July 12, 2021, the company held the fifth meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the grant price of 2020 restricted stock incentive plan. The board of supervisors of the company has verified the list of incentive objects and grant arrangements of reserved restricted shares.
On October 22, 2021, the company held the ninth meeting of the second board of directors and the seventh meeting of the second board of supervisors respectively, and deliberated and adopted the proposal on Canceling Part of the granted but not yet vested restricted shares and the proposal on meeting the vesting conditions for the first vesting period of the company’s 2020 restricted stock incentive plan. The independent directors of the company expressed their independent opinions on the above proposal. The board of supervisors of the company verified the list of incentive objects that met the attribution conditions in the first vesting period of the first part of the grant for the first time and issued verification opinions.
On November 7, 2021, the registration procedures for the first vesting period of the first part of the company’s 2020 restricted stock incentive plan have been completed, and the number of restricted shares vested is 318350 shares. China Securities Depository and Clearing Co., Ltd. Shanghai Branch issued the certificate of securities change registration. Lixin Certified Public Accountants (special general partnership) issued Dbappsecurity Co.Ltd(688023) capital verification report (xksbz [2021] No. zf11007) on November 8, 2021 to verify the capital contribution of incentive objects that meet the attribution conditions in the first vesting period of the first part of the restricted stock incentive plan in 2020. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Announcement on the vesting results of the first vesting period of the first vesting part of the restricted stock incentive plan in 2020 and the listing of shares.
On April 22, 2022, the company held the 17th meeting of the second board of directors and the 15th meeting of the second board of supervisors, deliberated and approved the proposal on Abolishing the granted restricted shares that have not been vested in the reserved part of the 2020 restricted stock incentive plan and the proposal on meeting the vesting conditions in the first vesting period of the reserved part of the company’s 2020 restricted stock incentive plan, The independent directors of the company expressed their independent opinions on the above proposal, and the board of supervisors of the company verified the list of incentive objects that met the attribution conditions in the first vesting period and issued verification opinions.
In conclusion, our lawyers believe that, as of the date of issuance of this legal opinion, the attribution of restricted shares granted for the first time in the first vesting period of Dbappsecurity Co.Ltd(688023) .
2、 This ownership and cancellation
(I) reserve the first vesting period of some restricted stocks
According to the relevant provisions of the incentive plan, the first vesting period of the reserved grant part is “from the first trading day 12 months after the grant date of the reserved grant part of restricted shares to the last trading day within 24 months from the grant date of the reserved grant part of restricted shares”. The grant date of the reserved part of the incentive plan is April 22, 2021, so the plan has entered the first vesting period, which is from April 22, 2022 to April 21, 2023.
(II) attribution conditions and achievements
The lawyers of the exchange have verified that the vesting conditions of the restricted shares reserved for grant in the first vesting period have been met, as follows:
Achievement of attribution conditions
(I) the company has not been under any of the following circumstances: 1. The financial and accounting report of the latest fiscal year has been issued with a negative opinion or an audit report that cannot express an opinion by the certified public accountant; 2. The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant; 3. Within the last 36 months after listing, there have been cases where the company has not been in accordance with the laws and regulations, the above-mentioned circumstances have not occurred, and the attribution conditions have met the regulations, the articles of association and the public commitment to profit distribution; 4. Equity incentive is not allowed according to laws and regulations; 5. Other circumstances recognized by the CSRC. In case of any of the circumstances specified in article (I) above, the restricted shares granted to the incentive object under the plan but not yet vested shall be cancelled and invalidated. (II) the incentive object does not have any of the following circumstances: the incentive object does not have the above circumstances, and the attribution conditions have been achieved
1. Being identified as an inappropriate candidate by the stock exchange within the last 12 months; 2. In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices; 3. Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months; 4. Having the circumstances stipulated in the company law of the people’s Republic of China that they are not allowed to serve as directors and senior managers of the company; 5. Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations; 6. Other circumstances recognized by the CSRC. If one of the circumstances specified in article (II) above occurs to an incentive object, the company will terminate its right to participate in the incentive plan. The incentive object will cancel the ownership according to the restricted shares granted but not yet vested in the incentive plan and become invalid. (III) term of office requirements for the ownership rights and interests of the incentive object: the incentive object has met the term of office requirements, and the ownership conditions have been met. The incentive object has made achievements before it belongs to each batch of restricted shares granted.
Must meet the tenure of more than 12 months. (IV) performance assessment requirements at the company level: Based on the 2019 company’s annual operating income that has met the performance assessment requirements and attribution conditions, 2020
